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Exhibit 107.1
C
ALCULATION
OF
F
ILING
F
EE
T
ABLE
Form
S-8
(Form Type)
Privia Health Group, Inc.
(Exact name of registrant as specified in its charter)
Table 1: Newly Registered Securities
 
               
Security Type  
Security
Class
Title
   Fee
Calculation 
Rule		  
Amount to
be
Registered
(1)
   Proposed
Maximum
Offering
Price Per
Share		  
Proposed
Maximum
Aggregate
Offering
Price
  
Fee
Rate
  
Amount of
Registration
Fee
               
Equity   Common Stock, $0.01 par value per share   Other
(3)
   16,503,780
(2)
 		   $18.84
(3)
   $310,931,215.20    $
153.10 per  $1,000,000
   $47,603.57
               
Equity   Common Stock, $0.01 par value per share   Other
(5)
   3,217,639
(4)
   $23.25
(5)
   $74,810,106.75   $
153.10 per $1,000,000
   $11,453.43
         
Total Offering Amounts     $385,741,321.95     $59,057.00
         
Total Fee Offsets
(6)
        
—
         
Net Fee Due               $59,057.00
 
(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form
S-8
(this “Registration Statement”) shall also cover any additional shares of the common stock, $0.01 par value per share (“common stock”) of Privia Health Group, Inc. (“Privia”), that become issuable under its 2021 Omnibus Incentive Plan (the “Plan”) by reason of any stock split, stock dividend, recapitalization, or any other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding shares of
common
stock.
 
(2)
Represents additional shares of common stock available for issuance under the Plan as a result of the automatic annual increase in the number of such shares available pursuant to the terms of and subject to the conditions provided in the Plan.
 
(3)
This Proposed Maximum Offering Price Per Share has been estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. The computation is based upon the average of the high ($19.15) and low ($18.52) prices of common stock as reported on the Nasdaq Global Select Market on November 1, 2024 (which is within five business days prior to the date of filing of this Registration Statement).
 
(4)
Represents shares of common stock available for issuance upon exercise of outstanding stock options granted pursuant to the Plan.
 
(5)
This Proposed Maximum Offering Price Per Share has been estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee and based on $23.25, which is the weighted-average exercise price at which the subject options may be exercised.
 
(6)
Privia does not have any fee offsets.